Articles of association after reduction of share capital


ARTICLES OF ASSOCIATION

For

VESTJYSK BANK A/S

Company reg. no. 34 63 13 28

CONTENTS

1.       NAME…………………………………………………………………………………………………………………………      1
2.  REGISTERED OFFICE………………………………………………………………………………………………        1
3.  OBJECT………………………………………………………………………………………………………………………          1
4.  CAPITAL……………………………………………………………………………………………………………………          2
5.  SHARES……………………………………………………………………………………………………………………           2
6.  MANAGEMENT OF THE BANK…………………………………………………………………………………        2
7.  HOLDING, LOCATION AND CONVENING OF GENERAL MEETING………………………… 3
8.  GENERAL MEETING, AGENDA…………………………………………………………………………………       4
9.  GENERAL MEETING, VOTING RIGHTS AND RESOLUTIONS…………………………………… 4
10. COMMITTEE OF SHAREHOLDERS……………………………………………………………………………       6
11. BOARD OF DIRECTORS……………………………………………………………………………………………        7
12. MANAGEMENT…………………………………………………………………………………………………………           8
13. POWER TO BIND THE COMPANY……………………………………………………………………………       8
14. AUDIT………………………………………………………………………………………………………………………           8
15. FINANCIAL YEAR AND APPLICATION OF PROFIT…………………………………………………… 9

ARTICLES OF ASSOCIATION

1. NAME

1.1 The name of the bank is Vestjysk Bank A/S

1.2 The bank also carries on business under the following secondary names:

- A/S Nordvestbank (Vestjysk Bank A/S)

- Holstebro Landmandsbank A/S (Vestjysk Bank A/S)

- Lemvig Bank A/S (Vestjysk Bank A/S)

- Lemvig Folkebank A/S (Vestjysk Bank A/S)

- Lokalbank Vestjylland A/S (Vestjysk Bank A/S)

- Vestbank A/S (Vestjysk Bank A/S)

- Vestjysk Leasing A/S (Vestjysk Bank A/S)

- Vestjysk Lokalbank A/S

- NV-Finans A/S (Vestjysk Bank A/S)

- VJ-Finans A/S (Vestjysk Bank A/S)

- Vestjysk Finans A/S (Vestjysk Bank A/S)

- Nordvest Finans A/S (Vestjysk Bank A/S)

- VB-Finans A/S (Vestjysk Bank A/S)

- nv finans A/S (Vestjysk Bank A/S)

- Vestjysk Bolig A/S (Vestjysk Bank A/S)

- NV-Ejendom A/S (Vestjysk Bank A/S)

2. REGISTERED OFFICE

2.1 The registered office of the bank is situated in the Municipality of Lemvig

3. OBJECT

3.1 The object of the bank is to carry on banking activities.

3.2 The bank may, however, carry on other business to ensure or settle          
    previously                                                                  

established commitments and with a view to participating in the restructuring of

commercial enterprises.

3.3 The bank may carry on other business that is incidental or conducive to the 
    attainment of                                                               

the said object.

3.4 The bank may carry on other financial business through subsidiaries.

4. CAPITAL

4.1 The share capital of the bank is DKK 86,000,000 distributed on shares of DKK
    10 or                                                                       

multiples thereof.

5. SHARES

5.1 The shares shall be registered in the name of the holder and shal be        
    registered in the                                                           

bank's share register. The shares shall be registered at the Danish Securities  
Centre.                                                                         

5.2 In order to be valid vis-à-vis the bank, share transfers shall be registered
    by the bank.                                                                

Registration in the name of the holder in the share register shall be           
conditional upon the                                                            

bank having received notification about registration from the Danish Securities 
Centre.                                                                         

The bank does not guarantee the correctness of the notifications received from  
the                                                                             

Danish Securities Centre.

5.3 The shares shall be negotiable instruments. No shareholder shall be         
    obligated to let his                                                        

shares be redeemed in whole or in part.

5.4 No shares shall special rights.

6. MANAGEMENT OF THE BANK

6.1 The bank's business shall be discharged by:

The General meeting

The committee of shareholders

The board of directors

The management

7 HOLDING; LOCATION AND CONVENING OF GENERAL MEETING

7.1 The annual general meeting will be held each year in February or March in   
    the district of                                                             

Central Jutland.

7.2 An extraordinary general meeting shall be held when deemed appropriate by   
    the                                                                         

committee as shareholders, the board of directors or the auditors. An           
extraordinary                                                                   

general meeting for consideration of a specified subject shall be convened not  
later than                                                                      

2 weeks after a written request is submitted by shareholders owning at least    
1/10 of the                                                                     

share capital.

7.3 A chairman nominated by the board of directors shall preside over the       
    general meeting.                                                            

7.4 The chairman shall preside over the general meeting and shall settle all    
    matters relating                                                            

to the transaction of business and the voting procedure.

7.5 General meetings shall be convened by the board of directors by insertion of
    a notice in                                                                 

one national newspaper and one or more local newspapers as decided by the board 
of                                                                              

directors. General meetings shall also be called in writing to any registered   
shareholder                                                                     

who has requested a written notice.

7.6 The bank and the individual shareholder may agree to communicate            
    electronically by e-                                                        

mail, via the bank's homepage or other electronic form of communication. For    
further                                                                         

information on this subject, reference is made to the bank's webside:

www.vestjyskbank.dk.

7.7 General meetings shall be convened at not more than 4 weeks' and not less   
    than 8 days'                                                                

notice. The notice convening such a general meeting shall include the agenda of 
the                                                                             

meeting.

7.8 No later than eight days prior to a general meeting, the agenda and the     
    complete text of                                                            

the proposals intended for consideration at the general meeting shall be        
available for                                                                   

inspection by the shareholders at the bank's offices. In addition, when an      
annual general                                                                  

meeting is to be held, the audited annual report, including any group accounts, 
shall also                                                                      

be presented. At the same time, the material referred to above shall be sent to 
any                                                                             

shareholder who has requested it.

7.9 The press shall have access to the general meetings.

7.10 The board of directors may, when it is considered to be technically secure,
     decide to offer                                                            

the shareholders electronic participation in general meetings, which are at the 
same time                                                                       

attended physically. The shareholders may in this way electronically participate
in,                                                                             

express their opinions and vote at the general meeting. If the board of         
directors decides                                                               

to go ahead with the above, further information may be found on the bank's      
website:                                                                        

www.vestjyskbank.dk

Shareholders wanting to participate electronically in the general meeting must, 
prior to                                                                        

this, submit any questions on the agenda or other material for use at the       
general                                                                         

meeting so that the questions are received by the bank not later than 5 days    
prior to the                                                                    

general meeting.

8. GENERAL MEETING, AGENDA

8.1 The agenda of the ordinary general meeting shall include:

1. Oral report by the board of directors on the bank's activities in the        
   preceding                                                                    

year.

2. Presentation of audited annual report for adoption.

3. Resolution on application of profit or covering of loss according to the     
   adobted                                                                      

annual report.

4. Election of members to the committee of shareholders.

5. Election of auditor(s).

6. Any proposals by the board of directors or shareholders.

8.2 Each shareholder shall be entitled to have a certain matter considered at   
    the general                                                                 

meeting if it has been submitted in writing to the chairman of the board of     
directors of                                                                    

the bank before 15 January.

9. GENERAL MEETING, VOTING RIGHTS AND RESOLUTIONS

9.1 Each shareholder shall be entitled to attend the general meeting having     
    obtained an                                                                 

admittance card not later than 3 business days before such meeting. For         
shareholders                                                                    

whose shares are not registered in their name in the share register, an         
admittance card                                                                 

shall be issued upon presentation of a deposit slip not more than 5 days old    
from the                                                                        

Danis Securities C entre or the depository bank (place of deposit) as           
documentation for                                                               

the shareholding. The slip shall be accompanied by a written declaration from   
the                                                                             

shareholder that the shares have not or will not be transferred to another party
before                                                                          

the date of the general meeting.

9.2 Each commenced share amount of DKK 500 shall carry 1 vote. No shareholder   
    shall be                                                                    

entitled, by himself/herself or by proxy, to vote on behalf of more than 3% of  
the share                                                                       

capital.

9.3 Each shareholder shall be entitled to attend the general meeting by prosy or
    attend                                                                      

together with an adviser. The proxy shall prove his right to participate in the 
general                                                                         

meeting by resenting the admittance card and a written and dated power of       
attorney.                                                                       

Power of attorney cannot be granted for more than 12 months. However, power of

attorney for the board of directors can be granted for a specific general       
meeting with a                                                                  

pre-announced agenda.

9.4 Shareholders who have had their shares registered in the share register     
    shall be entitled                                                           

to vote at the general meeting.

9.5 Shareholders who have acquired shares by transfer shall not be entitled to  
    exercise their                                                              

voting right in respect of the relevant shares at a general meeting that has    
been                                                                            

convened unless the shares have been registered in the share register or the    
shareholder                                                                     

has been given notification of and documented his acquisition.

9.6 All resolutions at general meetings shal be passed by a simple majority of  
    votes unless                                                                

the legislation or the articles of association contain stricter requirements.

9.7 A written vote shall take place when requested by a shareholder.

9.8 In the event of a parity of votes, an election shall be decided by drawing  
    lots.                                                                       

9.9 Resolutions to amend the articles of association or dissolve the bank shall 
    only be valid if                                                            

at least half of the share capital is represented at the general meeting and the
proposal                                                                        

is adopted by at least 2/3 of the votes cast and of the voting stock represented
at the                                                                          

general meeting.

In half of the share capital is not represented at the general meeting but the  
proposal                                                                        

has been adopted by 2/3 of the votes cast and of the share capital represented  
at the                                                                          

general meeting, the board of directors shall, within 14 days, convene a new    
general                                                                         

meeting at which the proposal may e adopted by 2/3 of the votes cast without any

regard to the size of capital represented.

Amendments to the articles of association proposed by the board of directors or 
the                                                                             

committee of shareholders shall not require representation of half of the share 
capital.                                                                        

9.10 Amendments and additions that may be required by authorities in accordance 
     with the                                                                   

law as a condition for approval or registration of amendments to the articles of
associa-                                                                        

tion may be made by the board of directors without approval by the general      
meeting.                                                                        

10. COMMITTEE OF SHAREHOLDERS

10.1 The general meeting shall elect a committee of shareholders to perform the 
     tasks stated                                                               

in article 10.6.

10.2 The size of the committee of shareholders shall be determined by the       
     general meeting                                                            

upon recommendation of the board of directors. However, the number of committee

members shall not exceed 56.

10.3 The members of the committee of shareholders shall be elected for 3 years  
     at a time.                                                                 

Members may be re-elected.

Immediately after the ordinary general meeting the committee of shareholders    
shall elect                                                                     

a chairman and a deputy chairman from among their members by a simple majority  
of                                                                              

votes.

10.4 Only shareholders who fulfil the statutory conditions regarding suitability
     and integrity for                                                          

members of the board of directors of a bank shall be eligible for election.

10.5 Members of the committee of shareholders shall resign at the first ordinary
     general                                                                    

meeting after they have reached the age of 67.

10.6 The tasks to be performed by the committee of shareholders shall be as     
     follows:                                                                   

1. To elect members to be board of directors (cf. article 11.1)

2. To contribute to the prosperity of the bank and to assist the board of       
   directors                                                                    

and the management in their work for the bank, for example by procuring any

requested information.

3. To determine the fees for the board members

10.7 The committee of shareholders shall not verify the correctness of the      
     annual report nor                                                          

sign it.

10.8 The committee of shareholders shall meet when deemed necessary by the      
     chairman and                                                               

when requested by the board of directors, the management or at least 1/5 of the 
mem-                                                                            

bers of the committee of shareholders.

A meeting shall be held at least once every 6 months. The chairman shall ensure 
that all                                                                        

members are invited.

10.9 The chairman - or in his absence - the deputy chairman shall preside over  
     the meet-ings                                                              

and shall ensure that any decisions are recorded in the minute book.

10.10 At the biannual meetings, a report on the activities of the bank during   
      the preceding six                                                         

months shall be presented, and the latest announcement of financiel results     
shall be re-                                                                    

viewed.

10.11 The committee of shareholders shall constitute a quorum when more than    
      half of all                                                               

members are present at a meeting. Proposals considered by the committee of      
share-                                                                          

holders shall be adopted by a simple majority of votes. In the event of a parity
of votes,                                                                       

the chairman - or in his absence - the deputy chairman shall have the casting   
vote.                                                                           

10.12 The general meeting may decide that the members of the committee of       
      shareholders                                                              

shall receive a fee for their work. The size of such fee shall be decided at the
ordinary                                                                        

general meeting.

11. BOARD OF DIRECTORS

11.1 The board of directors shall consist of not fewer than 4 and not more than 
     8 members to                                                               

be elected by and from among the members of the committee of shareholders. Board

members shall be elected for 3 years at a time. Board members may be re-elected.

In addition, the employees of the bank may be entitled to elect employee        
representa-                                                                     

tives in pursuance of the relevant provisions of the Danish Companies Act.

11.2 The board of directors shall elect its chairman and deputy chairman.

11.3 If a board member resigns from the committee of shareholders, the board    
     member in                                                                  

question shall at the same time resign from the board.

11.4 Board members shall resign at the first ordinary general meeting after they
     have reached                                                               

the age of 67.

11.5 If the number of board members, in case of vacancy, is permanently reduced 
     to fewer                                                                   

than 4, the committee of shareholders shall immediately increase the number of  
board                                                                           

members to at least 4

11.6 The board of directors shall lay down rules of procedure governing the     
     discharge of its                                                           

duties.

11.7 The board of directors shall constitute a Quorum when more than half of the
     board                                                                      

members are present at a board meeting. Proposals considered by the board of    
directors                                                                       

shall be adopted by a simple majority of votes. In the event of a parity of     
votes, the                                                                      

chairman shall have the casting vote.

11.8 Minutes of the proceedings at board meetings shall be recorded in a minute 
     book; such                                                                 

minutes to be signed by all board members.

11.9 The board of directors may grant joint power of procuration.

12. MANAGEMENT

12.1 The board of directors shall appoint a management board consisting of 1-3  
     managers to                                                                

be responsible for the day-to-day management of the bank.

12.2 The management board shall participate in meetings of the committee of     
     shareholders                                                               

and the board of directors but shall not be entitled to vote.

13. POWER TO BIND THE COMPANY

13.1 The bank shall be bound in legal transactions by the signature(s) of:

1. The chairman or the deputy chairman together with another board member.

2. A board member together with a manager.

3. Two managers jointly.

4. The entire board of directors.

14. AUDIT

14.1 Subject to the legislation in force at any time, the audit shall be carried
     out by one or                                                              

two auditors, of whom at least one shall be a state-authorised public           
accountant. Audi-                                                               

tors may be re-elected.

15. FINANCIAL YEAR AND ALLOCATION OF PROFIT

15.1 The financial year of the bank is the calendar year.

15.2 Upon recommendation of the board of directors, the general meeting shall   
     pass a reso-                                                               

lution on the allocation of any profit after the bank has made any              
appropriations neces-                                                           

sary in view of the financial position of the bank.

15.3 The annual dividend shall be distributed through the Danish Securities     
     Centre.                                                                    

----------

Thus amended by the Board of Directors in conjunction with the enforcement of   
the capital reduction as resolved at the annual general meeting on 7 March 2007 
and the resolution of the merger with Vestjysk Bolig A/S.                       

Lemvig, 13 June 2007

Attachments

vedtgter 13062007 uk.pdf